Page 548 - Onboarding May 2017

no later than within three (3) days of receipt if after the first of the
calendar month.

If the implementation of new monthly contract pricing for Products would result in a total
sum financial gain or loss by Distributor of at least $1,500 due to inventory revaluation (for
any Distributor D.C.) over a calendar year, then CSCS shall provide a means for Distributor
to avoid, be reimbursed for, or pay to CSCS the amount of any such gain or loss on Products,
provided that the Distributor notifies CSCS of the potential gain or loss proactively such that
holding the price to sell through existing inventory is a generally viable resolution. In no
case shall Distributor be required to re-invoice or issue credits to individual Operators or
Restaurants as a means of resolving such gains or losses. The parties shall cooperate in good
faith and in a commercially reasonable manner to achieve these mutual goals.

14.4 Fuel Surcharge
If Distributor’s operating costs are impacted as a direct result of fuel cost fluctuations,
Distributor may implement a fuel adjustment to the Distribution Fee (a “Fuel Surcharge”),
except no Fuel Surcharge may be implemented where nationally delivered pricing has been
negotiated directly with the manufacturer. The base fuel cost range and fuel adjustment per
case are detailed in Exhibit E. As prices increase or decrease, the fuel cost adjustment will
move accordingly. Distributor will calculate this adjustment on a calendar month basis and
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report to Operator and CSCS by the twentieth (20 ) of the month. The adjusted fuel
surcharge will be calculated based on the published fuel price of the month previous to the
reporting date. The adjusted fuel surcharge and Distribution Fee will be effective on the
strike price date of the month following the calculation. The calculation for determining
the fuel adjustment will be based on the Petroleum Marketing Monthly publication for the
two months previous to the start date of the new adjusted service charge, compiled by the
Energy Information Administration, Retail On-highway Diesel Prices. The website to
access this information electronically is www.eia.doe.gov.

15.0 FREIGHT MANAGEMENT PROGRAM

15.1 Program Participation.
Distributor agrees to participate in CSCS’ collaborative Freight Management
Program. Specifically, Distributor agrees to the logistics program principles set forth in
this Section 15. CSCS reserves the right to amend or cancel the Freight Management
Program at any time upon 30 days’ written notice to Distributor.

15.2 Right of First Refusal.
Distributor has the right of first refusal to move all lanes using their own assets for
backhaul within a 500 mile radius of the Distribution Center. The Freight Manager has the
right of first refusal to manage and optimize all other inbound freight lanes for Approved
Product.

15.3 Designation of Lanes In The Freight Management Program.
Once a year, on April 1, Distributor can target a lane for backhaul from the lanes that are

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